BIMB Integrated Annual Report 2017

Notes: 1. Audited Financial Statements The Audited Financial Statements laid at this meeting pursuant to Section 340(1) (a) of the Companies Act 2016 are meant for the shareholders’ information and discussion only. It does not require shareholders’ approval, and therefore Audited Financial Statements are not put forward for voting. 2. Ordinary Resolution 4 & 5 Details of the Directors’ fees and benefits paid to the Non-Executive Directors for the financial year ended 31 December 2017 are enumerated on page 242 of the Integrated Annual Report. The proposed Resolution 5 is for the payment of the Directors’ fees and benefits for the period of 1 January 2018 until the conclusion of the next Annual General Meeting. 3. Explanatory Notes to Special Business (a) Ordinary Resolution 7 Ordinary Resolution 7, if passed, will enable the Company and/or its Subsidiaries to enter into recurrent transaction involving the interest of Related Parties, which are of a revenue or trading nature and necessary for the Group’s day-to-day operations, subject to the transactions being carried out in the ordinary course of business and on terms not to the detriment of the minority shareholders of the Company. The authority, unless revoked or varied by the Company at a general meeting, will expire at the next Annual General Meeting of the Company. For further details on Ordinary Resolution 7, please refer to Circular to Shareholders dated 17 April 2018. (b) Ordinary Resolution 8 Ordinary Resolution 8, if passed, will give authority to the Directors to allot and issue share for the Dividend Reinvestment Plan in respect of dividends to be declared until the next Annual General Meeting. A renewal of this authority will be sought at the next Annual General Meeting. 4. Appointment of Proxy (i) Only members whose names appear in the Record of Depositors on 10 May 2018 shall be eligible to attend, speak and vote at the AGM or appoint proxy(ies) to attend, speak and/or vote on their behalf. (ii) A member of the Company entitled to attend and vote at this meeting is entitled to appoint not more than two (2) proxies to attend and to vote instead of him at the same meeting and a proxy need not be a member of the Company. (iii) Where a member of the Company appoints two (2) proxies, the appointments shall be invalid unless he specifies the holdings to be represented by each proxy. (iv) Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991 which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. (v) The instruments appointing a proxy in the case of an individual shall be signed by the appointer or his attorney and in the case of a corporation, must be under seal or under the hand of an officer or attorney duly authorised. (vi) The instrument appointing a proxy must be deposited at the Share Registrar, Symphony Share Registrars Sdn Bhd, Level 6, Symphony House, Pusat Dagangan Dana, 1, Jalan PJU 1A/46, 47301 Petaling Jaya Selangor Darul Ehsan not less than twenty-four (24) hours before the time of the meeting or adjourned meeting at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. (vii) Pursuant to Paragraph 8.29A of the Bursa Securities Listing Requirements, all resolutions set out in the Notice will be put to vote by poll. NOTICE OF THE 21 ST ANNUAL GENERAL MEETING 331 Overview Value Creation Accountability Financial Statements Sustainability Performance Data Shareholders Information 21 st AGM Information Management Discussion & Analysis